Paramount Skydance updates $30 bid for Warner Bros. Discovery (WBD)

Rhea-AI Filing Summary

Paramount Skydance Corporation and its wholly owned subsidiary Prince Sub Inc. filed Amendment No. 18 to their tender offer for Warner Bros. Discovery, Inc. Series A common stock. The offer seeks to purchase all outstanding Series A shares at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes, under the previously disclosed Offer to Purchase and Letter of Transmittal. This amendment does not change the offer terms and mainly adds a new exhibit, covering information that Paramount Skydance posted on www.StrongerHollywood.com on January 26, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 18)

Warner Bros. Discovery, Inc.

(Name of Subject Company (Issuer))

Prince Sub Inc.

(Offeror)

a direct wholly owned subsidiary of

Paramount Skydance Corporation

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Series A Common Stock, par value $0.01 per share

(Title of Class of Securities)

934423104

(CUSIP Number of Class of Securities)

Makan Delrahim

Chief Legal Officer

Paramount Skydance Corporation

1515 Broadway

New York, New York 10036

(212) 258-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Copies to:

Faiza J. Saeed Andrew J. Pitts C. Daniel Haaren Daniel J. Cerqueira Claudia J. Ricciardi Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, New York 10001 (212) 474-1000 Ian Nussbaum Max Schleusener Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 18 to Schedule TO (together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this “Amendment”) is filed by (i) Prince Sub Inc., a Delaware corporation (the “Purchaser”) and a direct wholly owned subsidiary of Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and (ii) Paramount, and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2025 (together with any amendments and supplements thereto, the “Schedule TO”)  by the Purchaser and Paramount. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Series A Common Stock, par value $0.01 per share (the “Shares”), of Warner Bros. Discovery, Inc., a Delaware corporation (“Warner Bros.”), at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 8, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO filed with the SEC on December 8, 2025, and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO filed with the SEC on December 8, 2025.

Except as otherwise set forth in this Amendment, the information in Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit.

(a)(5)(AA) Information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on January 26, 2026

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 26, 2026

	PARAMOUNT SKYDANCE CORPORATION
	By:	/s/ Stephanie Kyoko McKinnon
		Name:	Stephanie Kyoko McKinnon
		Title:	General Counsel

	Prince sub inc.
	By:	/s/ Stephanie Kyoko McKinnon
		Name:	Stephanie Kyoko McKinnon
		Title:	General Counsel

EXHIBIT INDEX

Index No.
(a)(5)(AA)		Information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on January 26, 2026

FAQ

What does Paramount Skydance’s latest Schedule TO amendment mean for WBD shareholders?

Amendment No. 18 keeps the existing tender offer in place for all outstanding Series A shares of Warner Bros. Discovery at $30.00 per share in cash. The amendment mainly adds a new exhibit and does not alter the stated price or basic terms of the offer.

What price is being offered for Warner Bros. Discovery (WBD) Series A shares?

Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, is offering $30.00 per share in cash for each outstanding Series A common share of Warner Bros. Discovery, net to the seller, without interest and less any required withholding taxes.

Who is making the tender offer for WBD’s Series A common stock?

The offer is being made by Prince Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Paramount Skydance Corporation. Warner Bros. Discovery, Inc. is the subject company whose Series A common stock is targeted by the offer.

Does Amendment No. 18 change the core terms of the WBD tender offer?

The amendment states that, except as otherwise set forth in the amendment, the information in the existing Schedule TO remains unchanged. The $30.00 per share cash price and the structure of the offer as described in the Offer to Purchase and Letter of Transmittal remain in effect.

What new information is added by this Schedule TO amendment for WBD?

Item 12 (Exhibits) is updated to add a new exhibit labeled (a)(5)(AA), which is information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on January 26, 2026. This supplements the disclosure supporting the tender offer.

Who signed the latest tender offer amendment related to Warner Bros. Discovery?

The amendment was signed on January 26, 2026 on behalf of both Paramount Skydance Corporation and Prince Sub Inc. by Stephanie Kyoko McKinnon, serving as General Counsel of each filing entity.